Neil Hunt
ROKUAbout Neil Hunt
Independent director since August 2017 (Class III), age 63. Former Chief Product Officer at Netflix (1999–2017), currently Chief Product Officer at Vibrant Planet (since April 2021), with prior roles at Curai (CEO in 2018, Chief Strategy Officer 2019–2021) and earlier engineering/product roles at Pure Software/Pure Atria/Rational Software. Education includes a doctorate in computer science (University of Aberdeen), B.Sc. and honorary D.Sc. (University of Durham) . Roku’s Board determined Dr. Hunt is independent under Nasdaq and SEC rules despite ordinary-course transactions with Sony affiliates; he currently serves as a director of Sony Group Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Netflix, Inc. | Chief Product Officer | 1999–July 2017 | Led streaming media product strategy; selected for Roku Board for streaming technology experience . |
| Curai, Inc. | CEO; Chief Strategy Officer | CEO: Jan 2018–Dec 2018; CSO: Jan 2019–Oct 2021 | Health-tech strategy and leadership . |
| Vibrant Planet (PBC) | Chief Product Officer | Apr 2021–present | Ecotechnology product leadership . |
| Pure Software / Pure Atria / Rational Software | Engineering & Product roles | Prior to Netflix | Software test tools/product roles . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sony Group Corporation | Director | Since June 2023 | Board considered Sony affiliations and ordinary-course licensing/advertising dealings with Roku; concluded Hunt remains independent . |
| Logitech International S.A. | Director (prior) | Not specified | Previously served; no current role disclosed . |
Board Governance
- Committee assignments: Compensation Committee member; not listed on Audit or Nominating & Corporate Governance .
- Independence: Board annually reviews independence; Hunt determined independent under Nasdaq/SEC; Board specifically assessed his Sony affiliations and ordinary-course transactions with Roku .
- Attendance: In 2024, the Board met four times; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Compensation Committee met eight times in 2024; Audit met nine times; Nominating & Corporate Governance met five times .
- Executive sessions: Independent directors meet in executive session regularly (no less than twice per year) .
- Board/committee self-evaluations conducted annually with individual director interviews .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | Standard non-employee director cash retainer . |
| Compensation Committee member fee (cash) | $8,000 | Member fee; chair fee would be $20,000 (not applicable to Hunt) . |
| Total cash fees earned (Neil Hunt) | $53,000 | As reported for 2024 . |
- Program update: Target value of annual/initial director equity grants increased from $240,000 to $260,000 effective January 1, 2025 .
Performance Compensation
| Equity element | 2024 Grant Value (Fair Value) | Vesting | Mechanics |
|---|---|---|---|
| Stock Options (Annual grant) | $122,312 | Monthly over one year from grant date, subject to service . | Shares determined by target value ÷ 28-day avg. price × factor 1.8; 10-year term; exercise price = closing price on grant date . |
| RSUs (Annual grant) | $117,621 | Vests on earlier of next annual meeting or first anniversary, subject to service . | Shares determined by target value ÷ 28-day avg. price . |
| Change-in-control | N/A (trigger) | Full acceleration of unvested director equity immediately prior to closing, subject to continued service until that time . |
- 2024 director totals (Neil Hunt): Options $122,312; RSUs $117,621; Total equity $239,933; Total including cash fees $292,933 .
- Performance metrics: Director equity awards are time-based; no performance conditions (e.g., revenue, EBITDA, TSR) are attached to director equity grants .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | 2024 Compensation Committee comprised of Ahuja (through March 31, 2024), Blackburn, Hunt, Rothrock; none are or have been Roku officers; no executive officer of Roku serves on another company’s board/comp committee that has an executive officer serving on Roku’s Board/Comp Committee . |
| Potential interlocks via Sony | Board considered Hunt’s role at Sony Group Corp. and Ahuja’s role at Sony Pictures; affiliates of Sony engage in ordinary-course licensing/advertising with Roku; Board concluded independence not impaired . |
Expertise & Qualifications
- Streaming media technology and product leadership (Netflix CPO, Vibrant Planet CPO) .
- Public company board experience (Sony Group Corp.; prior Logitech) .
- Academic credentials: Doctorate in computer science (Aberdeen); B.Sc. and honorary D.Sc. (Durham) .
- Selected for Roku’s Board for deep streaming technology experience and public board service .
Equity Ownership
| Holding type (as of April 14, 2025) | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 25,178 | Includes 17,396 Class A options exercisable within 60 days and 2,029 RSUs vesting within 60 days; <1% of Class A outstanding . |
| Class B shares beneficially owned | 83,333 | Options exercisable within 60 days; <1% of Class B outstanding . |
| Total unvested RSUs outstanding | 2,029 | As of Dec 31, 2024 . |
| Total option awards outstanding | 99,106 | As of Dec 31, 2024 . |
- Stock ownership guidelines: Non-employee directors must hold 4,000 “Eligible Shares” (outright shares plus 50% of intrinsic value of vested, in-the-money options); compliance deadline is the later of Dec 31, 2026 or four years from becoming subject; Board stated all covered individuals were in compliance at time of March 2025 amendment .
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging of Roku stock for Board members and employees .
Governance Assessment
- Strengths: Independent status affirmed despite Sony affiliations; robust anti-hedging/anti-pledging and clawback regime (clawback applicable to executives; directors covered by anti-hedging/pledging); mandatory ownership guidelines; strong attendance; structured committee activity and annual self-evaluations .
- Alignment: Director pay mix balanced with cash retainer plus equity (options and RSUs) that vests over short horizons; 2025 equity target increase aligns with peer practices per Compensia review .
- Potential conflicts: Service on Sony Group Corp. while Roku engages in ordinary-course transactions with Sony affiliates; Board review concluded no impairment of independence (monitor for future related-party exposure) .
- Interlocks: No compensation committee interlocks or insider participation issues disclosed; none of Roku’s executives have reciprocal board/comp committee relationships creating interlocks .
- Shareholder signals: 2024 say-on-pay support was 86.1% (for NEO pay), indicating generally supportive investor sentiment toward compensation governance, though director-specific votes are via general election results .
RED FLAGS
- Possible perceived conflict due to Sony ties and ordinary-course transactions; mitigated by Board’s independence determination but merits continued monitoring .
- Equity acceleration for directors upon change-in-control may be viewed as generous by some investors; ensure alignment with market norms and disclosure .